For the purposes of this Agreement, Oregon Health & Science University “OHSU” shall mean Oregon Health & Science University and its affiliates, which may include but is not limited to the Howard Hughes Medical Institute and Portland Veterans Affairs Medical Center.

OHSU possesses certain rights in Materials, unmodified derivatives thereof, and progeny thereof as described in the Order Confirmation sent via e-mail to the Licensee at the e-mail address provided by the Licensee. If it is not received, it is the Licensee’s responsibility to request an additional copy.

The Order Confirmation defines the Licensee, Materials, Patent Rights, if any, and Payment Terms and is incorporated into this Agreement by reference. These Materials were created in the course of research at OHSU and may be the subject of patents and patent applications including all continuations, divisionals, reissues, extensions, substitute patent applications, reexaminations, and any foreign counterparts to such patents and patent applications, which shall be included in Patent Rights . This Agreement, and any and all Licensee activities and/or rights stemming from licensing the Material, does not in any way a) grant the Licensee any control, discretion, or review rights regarding the Patent Rights, or b) affect OHSU’s right to file, prosecute and maintain, determine whether or not, and where to file patent applications, to abandon the prosecution of any patents or patent applications, and to discontinue the maintenance of any patents or patent applications included in the Patent Rights. Except as provided in this Agreement, no license under any patents, copyrights, trademarks, trade secrets or any other intellectual property rights, express or implied, are granted by OHSU to Licensee under this Agreement.

OHSU is making such Materials available as a service to the research community. OHSU desires such Materials to be utilized for public benefit to the fullest extent possible. As such, OHSU is willing to grant a license of Materials to Licensee subject to the terms and conditions set forth below (the “Agreement”).

Grant of License. Subject to the terms and conditions of this license and any receipt of payment, OHSU grants to Licensee a non-exclusive, non-sublicensable, non-transferable license to OHSU’s rights in the Materials (“License”) to use the Materials provided herein for internal research and development purposes (“Licensed Use”).

Ownership of Materials. Licensee acknowledges that the Materials may have been developed under funding from the Government of the United States of America (“Government”) and, if so, that the Government may have certain rights related thereto. This License gives the Licensee limited use of the Materials. This License is not a sale of the Materials, and OHSU’s title to all its rights and interests in the Materials shall remain unaffected. The Materials are protected by laws of the United States of America, international treaty provisions and applicable laws of the country in which it is being used.

No Distribution. Licensee agrees to not distribute the Materials to others without OHSU’s written consent. Licensee shall refer any request for the Materials to OHSU.

Use. Licensee agrees to use the Materials in compliance with all applicable statutes and regulations. The Materials are intended solely for the Licensed Use.

Non-permitted Uses. Licensee agrees that the Materials are not for use in any human clinical application, including but not limited to use in human subjects, therapy, in animals to be used as food for humans, or for diagnostic purposes.

Acknowledgement. Licensee agrees to acknowledge OHSU and OHSU scientists as the source of the Materials in any publications reporting the use.

Term and Termination. This License shall commence on the date of delivery of the Materials to Licensee and shall terminate automatically upon the earlier of breach of the License by Licensee, exhaustion of Material, or within 3 years. OHSU may terminate this Agreement if Licensee fails to pay any amount due under this Agreement within 10 days after Licensee receives written notice of that failure. Upon termination by either party, Licensee shall destroy the Materials. All provisions of this Agreement relating to disclaimers of warranties and obligations (Section 8), limitation of liability (Section 9), indemnity (Section 10) or ownership shall survive termination.

Disclaimer of Warranties and Obligations. Any Materials delivered pursuant to this Agreement are understood to be experimental in nature and may have hazardous properties. OHSU does not warrant the validity of the Materials and any Patent Rights and makes no representations whatsoever (a) with regard to the scope, accuracy, completeness or usefulness of the Materials; (b) that the Materials can be exploited without infringing other patents or other intellectual property rights of third parties; or (c) that the Materials will accomplish any particular results or are safe or fit for any purpose. Except as expressly provided in this Agreement, all information, materials, services, subject matter defined by the claims of the Patent Rights, intellectual property and other property or rights granted or provided by OHSU under this Agreement are on an AS IS basis, and OHSU makes no other warranties, expressed or implied, as to any matter, and OHSU expressly disclaims the warranties of merchantability, the fitness for a particular purpose, the exclusivity or the results obtained from use.

Limitation of Liability. In no event will OHSU be liable for any incidental, consequential, special or punitive damages resulting from the use of the Materials or Licensee's exercise of any other rights under this Agreement. Unless prohibited by law, Licensee assumes all liability for claims for damages against it by third parties which may arise from the Licensee’s use, storage, or disposal of the Materials except that, to the extent permitted by law, OHSU shall be liable to the Licensee when the damage is caused by the gross negligence or willful misconduct of OHSU. NOTWITHSTANDING THE FOREGOING, IN NO CASE WILL OHSU’S TOTAL CUMULATIVE LIABILITY UNDER THE TERMS OF OR ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT PAID BY LICENSEE TO OHSU UNDER THE TERMS OF THIS AGREEMENT.

Indemnification. Licensee will indemnify, defend and hold harmless OHSU, its directors, trustees, officers, employees, students, fellows, agents, consultants, the sponsors of the research that led to the Materials, if any, and the creators of the Materials from and against all claims, liability, demands, damages, costs, expenses (including attorney fees and costs) and losses, including for death, personal injury, illness and property damage, arising from or relating in any way to this Agreement or the Materials. To the extent necessary to indemnify and hold OHSU harmless from any claims by any employees of Licensee, and to the extent permitted by law, Licensee expressly waives any immunity or exemption from liability for the personal injury or death of its employees that may exist under, or any right to receive contribution from OHSU created by, the workers' compensation laws of the state where the injury occurs or the employee is located.

Enforcement Rights. If Licensee becomes aware of any actual or threatened infringement of the Materials, Licensee will promptly notify OHSU of each infringement or possible infringement, as well as any facts that may affect the validity, scope, or enforceability of the Patent Rights. OHSU has the sole right to take any action against possible infringement.

Export Control. Certain obligations relating to compliance with applicable government export laws and regulations may apply. OHSU does not represent that a license will not be required, nor, that if required, it will be issued from the United States government.

Governing Law, Jurisdiction and Venue.This Agreement will be governed by and construed in accordance with the laws of the State of Oregon without reference to its choice of law provisions or the International Convention on the Sale of Goods. Any claim, action or suit between OHSU and Licensee that arises out of or relates to performance of this Agreement will be brought and conducted solely and exclusively within the Circuit Court for Multnomah County, Oregon, and Licensee consents to the jurisdiction of and venue in those courts. However, if any such claim, action or suit may be brought only in a federal forum, it will be brought and conducted solely and exclusively within the United States District Court of Oregon.